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CORRESP
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filename1.htm

    corresp-90714_freit.htm

    March
      14,
      2008

    VIA
      EDGAR TRANSMISSION

    Securities
      and Exchange Commission

    Division
      of Corporate Finance

    100
      F
      Street N.E.

    Washington,
      DC  20549

              Attention:

              Michael
                McTiernan
Kristina Aberg
Mail
                Stop
                4561

              RE:

              First
                Real Estate Investment Trust of New Jersey

              Form
                10-K

              Filed
                January 14, 2008

              File
                No. 000-25043

    Ladies
      and Gentlemen:

    This
      letter sets forth the responses of First Real Estate Investment Trust of New
      Jersey (the “Trust”) to the comments of the Staff of the Division of Corporation
      Finance (the “Staff”) of the Securities and Exchange Commission (the “SEC”), in
      the Staff’s comment letter dated February 20, 2008, with respect to the Trust’s
      Form 10-K referenced above.

    The
      applicable comments and responses are set forth below.  The comment
      numbers correspond to the comment numbers set forth in the February 20, 2008
      letter issued by the Staff.  Terms used herein without definition,
      shall have the same meaning assigned to them in the Form 10-K.

    Cover
      Page

              1.

              Comment–
Please
                correct the file number on your Form 10-K cover page to reflect the
                accurate file number for your filings made pursuant to the Securities
                Exchange Act of 1934, as amended.  This may be located by
                accessing your filings on the SEC’s website at www.sec.gov.

    Response–
We
      have
      noted that our correct file number is “File No. 000-25043” and have made this
      correction beginning with a Current Report on Form 8-K which was filed with
      the
      SEC on March 10, 2008 and the Trust’s Quarterly Report on Form 10-Q which was
      filed with the SEC on March 11, 2008.

    Item
      1, Business, page
      3

              2.

              Comment–
Please
                include the disclosure required by Item 101(e) of Regulation S-K.

    Response–
The
      Trust
      historically has not had, nor does the Trust currently have, an Internet
      website.  The following disclosure was included as part of the Trust’s
      proxy statement, which was filed with the SEC on February 28, 2008:

    THE
      TRUST
      SUBMITS TO THE SECURITIES AND EXCHANGE COMMISSION AN ANNUAL REPORT ON FORM
      10-K.  AS THE TRUST DOES NOT CURRENTLY HAVE AN INTERNET WEBSITE,
      COPIES OF THE ANNUAL REPORT ON FORM 10-K, ALONG WITH THE TRUST’S OTHER PERIODIC
      AND CURRENT REPORTS FILED WITH THE SEC, INCLUDING ALL AMENDMENTS THERETO, WILL
      BE FURNISHED WITHOUT CHARGE UPON WRITTEN REQUEST RECEIVED FROM ANY HOLDER OF
      RECORD OR BENEFICIAL OWNER OF SHARES OF THE TRUST.  REQUESTS SHOULD BE
      DIRECTED TO SHAREHOLDER RELATIONS, FIRST REAL ESTATE INVESTMENT TRUST OF NEW
      JERSEY, 505 MAIN STREET, P.O. BOX 667, HACKENSACK, NEW JERSEY
      07602.

    The
      Trust
      acknowledges that regulations applicable to it require the Trust to create
      an
      Internet website to be available with respect to the 2009 proxy
      season.

    Item
      1A, Risk Factors, page
      9

              3.

              Comment–
Please
                include a separate discussion of risk factors under Item 1A.  We
                refer you to Item 503(c) of Regulation S-K and note that this disclosure
                should not be incorporated by reference to another section of your
                annual
                report on Form 10-K.  Please avoid merely identifying generic
                risks applicable to all real estate companies and instead identify
                how
                each risk affects you.

    Response–
A
      separate
      discussion of risk factors, including a discussion of how such risk factors
      specifically affect the Trust, has been included under Item 1A, “Risk Factors,”
in the Trust’s Quarterly Report on Form 10-Q which was filed with the SEC on
      March 11, 2008.  We
      will also include any material changes to this information in the Trust’s
      subsequent Quarterly Reports on Form 10-Q and the complete discussion of risk
      factors, revised as appropriate, in the Trust’s Annual Report on Form 10-K for
      its fiscal year ending October 31, 2008, and in subsequent Annual Reports on
      Form 10-K filed by the Trust.

    Item
      2, Properties, page
      10

              4.

              Comment–
Please
                revise your residential and commercial property tables to include
                average
                annual rent per unit or square foot, as the case may be.  In
                addition, with respect to your commercial portfolio, please include
                a
                10-year lease expiration table that includes number of tenants, square
                footage covered by expiring leases, annual rent of such leases and
                the
                percentage of total annual rent represented by such leases.

    Response–
The
      additional information requested by the Staff has been included under Item
      2,
“Management’s Discussion and Analysis of Financial Condition and Results of
      Operations,” in the Trust’s Quarterly Report on Form 10-Q which was filed with
      the SEC on March 11, 2008.  We will also include this information,
      updated as may be necessary or appropriate, under “Management’s Discussion and
      Analysis of Financial Condition and Results of Operations” in the Trust’s
      subsequent Quarterly Reports on Form 10-Q for its fiscal year ending October
      31,
      2008 and Annual Reports on Form 10-K, commencing with the Trust’s Annual Report
      on Form 10-K for the fiscal year ending October 31, 2008.

    Item
      5, Market for
      Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
      Equity Securities

    Securities
      Authorized for
      Issuance Under Equity Compensation Plans, page 13

              5.

              Comment–
Please
                include the disclosure required by Item 201(d) and (e) of Regulation
                S-K.  Please note that information required to be disclosed in
                Part II of Form 10-K may not be incorporated by reference to your
                annual
                meeting proxy statement.  We refer you to Instruction G to Form
                10-K.

    Response–
The
      Answer
      to Question 4.01 of the “Questions and Answers of General Applicability” (Last
      Updated: March 13, 2007) (www.sec.gov/divisions/corpfin/

    guidance/execcomp201interp.htm)
      provides as follows:

    Answer:
      The Item 201(d)
      disclosure should be included in Part III, Item 12 of Form 10-K. An issuer
      may
      rely on General Instruction G.3. to Form 10-K to incorporate by reference the
      Item 201(d) disclosure from its proxy statement or information statement, even
      if the issuer did not submit a compensation plan for security holder action
      at
      its annual meeting of security holders. See interpretive letter
      to
American
      Bar
      Association (Jan. 30, 2004). [March 13, 2007]

    In
      accordance therewith, we have relied on General Instruction G.3. to Form 10-K
      and have incorporated by reference from our proxy statement, which was filed
      with the SEC on February 28, 2008, the Item 201(d) disclosure for purposes
      of
      our response to Part III, Item 12 of Form 10-K.

    Instruction
      7 to Item 201 of Regulation S-K (as well as the Answer to Question 5.05 of
      the
“Questions and Answers of General Applicability”) provides that the
      performance graph required by Item 201(e) need not be provided in any filings
      other than an annual report to security holders that precedes or accompanies
      a
      registrant’s proxy statement relating to an annual meeting of security holders
      at which directors are to be elected.  In accordance therewith, we
      have included the disclosure required by Item 201(e) in our annual report to
      shareholders to be delivered along with our proxy statement which was filed
      with
      the SEC on February 28, 2008.

    Item
      7, Management’s
      Discussion and Analysis

    Overview,
      page
      15

              6.

              Comment–
Please
                expand your discussion on page 15 to discuss any known trends regarding
                the factors identified that may have a material detrimental impact
                on your
                revenue, earnings and cash flow.  We refer you to Item 303 of
                Regulation S-K and SEC Release No. 33-8350.

    Response–
An
      expanded
      discussion with respect to known trends regarding the factors identified that
      may have a material impact on the Trust’s revenue, earnings and cash flow,
      consistent with Item 303 of Regulation S-K and SEC Release No. 33-8350, has
      been
      included under Item 2, “Management’s Discussion and Analysis of Financial
      Condition and Results of Operations,” in the Trust’s Quarterly Report on Form
      10-Q which was filed with the SEC on March 11, 2008.  We will continue
      to address and provide a reasonably detailed discussion regarding such trends,
      as applicable, under “Management’s Discussion and Analysis of Financial
      Condition and Results of Operations” in the Trust’s subsequent Quarterly Reports
      on Form 10-Q and Annual Reports on Form 10-K pursuant to the requirements of
      Regulation S-K and guidance issued by the Staff.

    Net
      Investment Income, page
      21

              7.

              Comment–
Please
                advise us how the loans made to family members of Robert S. Hekemian
                comply with Section 13(k) of the Exchange Act.

    Response–
Section
      13(k) of the Exchange Act prohibits “personal loans” to or for any director or
      executive officer (or equivalent thereof) of an issuer.  Because the
      loans made to the employees of Hekemian & Co., Inc. (“Hekemian & Co.”),
      including the adult sons and brother-in-law of Robert S. Hekemian, were for
      a
      business purpose, such loans are not prohibited by Section 13(k) of the Exchange
      Act.

    Robert
      S.
      Hekemian, Chairman of the Board and Chief Executive Officer of the Trust, and
      his adult sons, Robert S. Hekemian, Jr., Trustee of the Trust, Bryan S. Hekemian
      and David B. Hekemian, are the sole shareholders of Hekemian & Co., Inc.
      (“Hekemian & Co.”).  Hekemian & Co. serves as managing agent
      for the Trust and currently manages all properties owned by the Trust and
      certain subsidiaries or affiliates of the Trust, with one
      exception.

    Further,
      Hekemian & Co. is not required to offer potential acquisition properties
      exclusively to the Trust before acquiring those properties for Hekemian &
Co.’s own account or for the account of others, including shareholders and
      employees of Hekemian & Co.

    Section
      13(k) specifically provides that it shall be unlawful for any issuer, directly
      or indirectly, including through any subsidiary, to extend or maintain credit,
      to arrange for the extension of credit, or to renew an extension of credit,
      in
      the form of a personal loan to or for any director or executive officer (or
      equivalent thereof) of that issuer.  The prohibition in Section 13(k)
      applies to an extension of credit in the form of a “personal loan.”

    A
      loan is
      not a “personal loan” if the primary purpose of the loan, from the perspective
      of the issuer, is to advance the business of the issuer (other than merely
      benefiting employees and directors of the issuer).  Because Hekemian
& Co. is under no obligation to bring investment opportunities to the Trust,
      in order to induce Hekemian & Co. to bring such investment opportunities to
      the Trust, and thereby advance the business of the Trust and the overall value
      provided to its shareholders, the loans to principals of Hekemian & Co.,
      including family members of Robert S. Hekemian, were deemed necessary and for
      a
      legitimate “business purpose.”  Consequently, such loans fall outside
      the prohibitions contained in Section 13(k).

    In
      connection with the responses provided above, the Trust acknowledges the
      following:

              ·

              the
                Trust is responsible for the adequacy and accuracy of the disclosure
                in
                its filing;

              ·

              Staff
                comments or changes to disclosure in response to Staff comments do
                not
                foreclose the SEC from taking any action with respect to the filing;
                and

              ·

              the
                Trust may not assert Staff comments as a defense in any proceeding
                initiated by the SEC or any person under the federal securities laws
                of
                the United States.

    Inasmuch
      as disclosure responsive to all of the Staff’s comments (other than with respect
      to Comment 7 which is addressed herein) has been included in the Trust’s proxy
      statement, annual report to shareholders or Quarterly Report on Form 10-Q for
      the quarter ended January 31, 2008, the Trust does not believe that it is
      necessary to amend its Annual Report on Form 10-K for the fiscal year ended
      October 31, 2007 and respectfully requests that the Staff concur in this
      position.

    Should
      you have any comments or questions with regard to the information contained
      herein, please do not hesitate to contact me at (201) 488-6400.  Thank
      you for your attention to this matter.

              Very
                truly yours,

            First
              Real Estate
              Investment Trust of New Jersey

              By:
                /s/ Robert S.
                Hekemian

              Robert
                S. Hekemian

              Chairman
                and Chief Executive Officer

    cc:
      Allan Tubin

    John
      A. Aiello, Esq.